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MIGIZI 461 tit;
<br /> PROFESSIONAL SERVICES TERMS AND CONDITIONS It 1 o,^ 2
<br /> The following Terms and Conditions are attached to and form part of the Proposal for Professional Services to be performed by MIGIZI
<br /> and together,when the CLIENT authorizes MIGIZI to proceed with the services,constitute the AGREEMENT.
<br /> DESCRIPTION OF WORK:MIGIZI shall render the services described in the Proposal(hereinafter called the"SERVICES")to the CLIENT.
<br /> TERMS AND CONDITIONS: No terms, conditions, understandings, or agreements purporting to modify or vary these Terms and
<br /> Conditions shall be binding unless hereafter made in writing and signed by the CLIENT and MIGIZI.In the event of any conflict between
<br /> the Proposal and these Terms and Conditions,these Terms and Conditions shall take precedence.This AGREEMENT supercedes all
<br /> previous agreements,arrangements or understandings between the parties whether written or oral in connection with or incidental to the
<br /> PROJECT
<br /> COMPENSATION: Payment is due to MIGIZI upon receipt of invoice. Failure to make any payment when due is a material breach of this
<br /> AGREEMENT and will entitle MIGIZI,at its option,to suspend or terminate this AGREEMENT and the provision of the SERVICES.Interest
<br /> will accrue on accounts overdue by 30 days at the maximum legal rate of interest.Unless otherwise noted,the fees in this agreement do
<br /> not include any value added,sales,or other taxes that may be applied by Government on fees for services.Such taxes will be added to
<br /> all invoices as required.
<br /> NOTICES:Each party shall designate a representative who is authorized to act on behalf of that party.All notices,consents,and approvals
<br /> required to be given hereunder shall be in writing and shall be given to the representatives of each party.
<br /> TERMINATION:Either party may terminate the AGREEMENT without cause upon thirty(30)days'notice in writing.If either party breaches
<br /> the AGREEMENT and fails to remedy such breach within seven(7)days of notice to do so by the non-defaulting party,the non-defaulting
<br /> party may immediately terminate the Agreement.Non-payment by the CLIENT of MIGIZI's invoices within 30 days of MIGIZI rendering
<br /> same is agreed to constitute a material breach and,upon written notice as prescribed above,the duties,obligations and responsibilities
<br /> of MIGIZI are terminated.On termination by either party,the CLIENT shall forthwith pay MIGIZI all fees and charges for the SERVICES
<br /> provided to the effective date of termination.
<br /> ENVIRONMENTAL:Except as specifically described in this AGREEMENT,MIGIZI's field investigation,laboratory testing and engineering
<br /> recommendations will not address or evaluate pollution of soil or pollution of groundwater.
<br /> Where the SERVICES include storm water pollution prevention(SWPP),sedimentation or erosion control plans,specifications,procedures
<br /> or related construction observation or administrative field functions,CLIENT acknowledges that such SERVICES proposed or performed
<br /> by MIGIZI are not guaranteed to provide complete SWPP,sedimentation or erosion control,capture all run off or siltation,that any physical
<br /> works are to be constructed and maintained by the CLIENTs contractor or others and that MIGIZI has no control over the ultimate
<br /> effectiveness of any such works or procedures. Except to the extent that there were errors or omissions in the SERVICES provided by
<br /> MIGIZI, CLIENT agrees to indemnify and hold MIGIZI harmless from and against all claims,costs, liabilities or damages whatsoever
<br /> arising from any storm water pollution,erosion,sedimentation,or discharge of silt or other deleterious substances into any waterway,
<br /> wetland or woodland and any resulting charges,fines,legal action,cleanup or related costs.
<br /> PROFESSIONAL RESPONSIBILITY: In performing the SERVICES, MIGIZI will provide and exercise the standard of care, skill and
<br /> diligence required by customarily accepted professional practices normally provided in the performance of the SERVICES at the time and
<br /> the location in which the SERVICES were performed.
<br /> LIMITATION OF LIABILITY:The CLIENT releases MIGIZI from any liability and agrees to defend,indemnify and hold MIGIZI harmless
<br /> from any and all claims,damages,losses,and/or expenses,direct and indirect,or consequential damages,including but not limited to
<br /> attorney's fees and charges and court and arbitration costs,arising out of,or claimed to arise out of,the performance of the SERVICES,
<br /> excepting liability arising from the sole negligence of MIGIZI.It Is further agreed that the total amount of all claims the CLIENT may have
<br /> against MIGIZI under this AGREEMENT,including but not limited to claims for negligence,negligent misrepresentation and/or breach of
<br /> contract,shall be strictly limited to the lesser of professional fees paid to MIGIZI for the SERVICES or fifty thousand dollars.No claim may
<br /> be brought against MIGIZI more than two(2)years after the cause of action arose.As the CLIENT's sole and exclusive remedy under
<br /> this AGREEMENT any claim, demand or suit shall be directed and/or asserted only against MIGIZI and not against any of MIGIZI's
<br /> employees,officers or directors.
<br /> MIGIZI's liability with respect to any claims arising out of this AGREEMENT shall be absolutely limited to direct damages arising out of
<br /> the SERVICES and MIGIZI shall bear no liability whatsoever for any consequential loss, injury or damage incurred by the CLIENT,
<br /> including but not limited to claims for loss of use,loss of profits and/or loss of markets.
<br /> INDEMNITY FOR MOLD CLAIMS:It is understood by the parties that existing or constructed buildings may contain mold substances that
<br /> can present health hazards and result in bodily injury,property damage and/or necessary remedial measures.If,during performance of
<br /> the SERVICES,MIGIZI knowingly encounters any such substances,MIGIZI shall notify the CLIENT and,without liability for consequential
<br /> or any other damages,suspend performance of services until the CLIENT retains a qualified specialist to abate and/or remove the mold
<br /> substances.The CLIENT agrees to release and waive all claims,including consequential damages, against MIGIZI, its subconsultants
<br /> and their officers,directors and employees arising from or in any way connected with the existence of mold on or about the project site
<br /> whether during or after completion of the SERVICES.The CLIENT further agrees to indemnify and hold MIGIZI harmless from and against
<br /> all claims,costs,liabilities and damages,including reasonable attorneys'fees and costs,arising in any way from the existence of mold on
<br /> the project site whether during or after completion of the SERVICES,except for those claims,liabilities,costs or damages caused by the
<br /> sole gross negligence and/or knowing or willful misconduct of MIGIZI.MIGIZI and the CLIENT waive all rights against each other for mold
<br /> damages to the extent that such damages sustained by either party are by insurance.
<br /> -` J 15MAR2016
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